Delaware – General Corporation Law – Miscellaneous Provisions

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§ 391. | § 393. | § 394. | § 395. | § 396. | § 397. | § 398.

Corporations

CHAPTER 1. GENERAL CORPORATION LAW

Subchapter XVII. Miscellaneous Provisions

§ 391. Taxes and fees payable to Secretary of State upon filing certificate or other paper.

(a) The following taxes and fees shall be collected by and paid to the Secretary of State, for the use of the State:

(1) Upon the receipt for filing of an
original certificate of incorporation, the tax shall be computed on the
basis of 2 cents for each share of authorized capital stock having par
value up to and including 20,000 shares, 1 cent for each share in
excess of 20,000 shares up to and including 200,000 shares, and
two-fifths of a cent for each share in excess of 200,000 shares; 1 cent
for each share of authorized capital stock without par value up to and
including 20,000 shares, one-half of a cent for each share in excess of
20,000 shares up to and including 2,000,000 shares, and two-fifths of a
cent for each share in excess of 2,000,000 shares. In no case shall the
amount paid be less than $15. For the purpose of computing the tax on
par value stock each $100 unit of the authorized capital stock shall be
counted as 1 taxable share.

(2) Upon the receipt for filing of a
certificate of amendment of certificate of incorporation, or a
certificate of amendment of certificate of incorporation before payment
of capital, or a restated certificate of incorporation, increasing the
authorized capital stock of a corporation, the tax shall be an amount
equal to the difference between the tax computed at the foregoing rates
upon the total authorized capital stock of the corporation including
the proposed increase, and the tax computed at the foregoing rates upon
the total authorized capital stock excluding the proposed increase. In
no case shall the amount paid be less than $30.

(3) Upon the receipt for filing of a
certificate of amendment of certificate of incorporation before payment
of capital and not involving an increase of authorized capital stock,
or an amendment to the certificate of incorporation not involving an
increase of authorized capital stock, or a restated certificate of
incorporation not involving an increase of authorized capital stock, or
a certificate of retirement of stock, the tax to be paid shall be $30.
For all other certificates relating to corporations, not otherwise
provided for, the tax to be paid shall be $5. In case of corporations
created solely for religious or charitable purposes no tax shall be
paid.

(4) Upon the receipt for filing of a
certificate of merger or consolidation of 2 or more corporations, the
tax shall be an amount equal to the difference between the tax computed
at the foregoing rates upon the total authorized capital stock of the
corporation created by the merger or consolidation, and the tax so
computed upon the aggregate amount of the total authorized capital
stock of the constituent corporations. In no case shall the amount paid
be less than $75. The foregoing tax shall be in addition to any tax or
fee required under any other law of this State to be paid by any
constituent entity that is not a corporation in connection with the
filing of the certificate of merger or consolidation.

(5) Upon the receipt for filing of a
certificate of dissolution, there shall be paid to and collected by the
Secretary of State a tax of:

a. Forty dollars ($40); or

b. Ten dollars ($10) in the case of a certificate of dissolution which certifies that:

1. The corporation has no assets and has ceased transacting business; and

2. The corporation, for each year since
its incorporation in this State, has been required to pay only the
minimum franchise tax then prescribed by § 503 of this title; and

3. The corporation has paid all franchise
taxes and fees due to or assessable by this State through the end of
the year in which said certificate of dissolution is filed.

(6) Upon the receipt for filing of a
certificate or other paper of surrender and withdrawal from the State
by a foreign corporation, there shall be collected by and paid to the
Secretary of State a tax of $10.

(7) For receiving and filing and/or
indexing any certificate, affidavit, agreement or any other paper
provided for by this chapter, for which no different fee is
specifically prescribed, a fee of $50 in each case shall be paid to the
Secretary of State. The fee in the case of a certificate of
incorporation filed as required by § 102 of this title shall be $25.
For entering information from each instrument into the Delaware
Corporation Information System in accordance with § 103(c)(7) of this
title, the fee shall be $5.

a. A certificate of dissolution which
meets the criteria stated in paragraph (5)b. of this subsection shall
not be subject to such fee; and

b. A certificate of incorporation filed in accordance with § 102 of this title shall be subject to a fee of $25.

(8) For receiving and filing and/or
indexing the annual report of a foreign corporation doing business in
this State, a fee of $100 shall be paid. In the event of neglect,
refusal or failure on the part of any foreign corporation to file the
annual report with the Secretary of State on or before the June 30 each
year, the corporation shall pay a penalty of $100.

(9) For recording and indexing articles
of association and other papers required by this chapter to be recorded
by the Secretary of State, a fee computed on the basis of 1 cent a line
shall be paid.

(10) For certifying copies of any paper
on file provided by this chapter, a fee of $30 shall be paid for each
copy certified. In addition, a fee of $2 per page shall be paid in each
instance where the Secretary of State provides the copies of the
document to be certified.

(11) For issuing any certificate of the
Secretary of State other than a certification of a copy under paragraph
(10) of this subsection, or a certificate that recites all of a
corporation’s filings with the Secretary of State, a fee of $30 shall
be paid for each certificate. For issuing any certificate of the
Secretary of State that recites all of a corporation’s filings with the
Secretary of State, a fee of $125 shall be paid for each certificate.

(12) For filing in the office of the
Secretary of State any certificate of change of location or change of
registered agent, as provided in § 133 of this title, there shall be
collected by and paid to the Secretary of State a fee of $50, plus the
same fees for receiving, filing, indexing, copying and certifying the
same as are charged in the case of filing a certificate of
incorporation.

(13) For filing in the office of the
Secretary of State any certificate of change of address or change of
name of registered agent, as provided in § 134 of this title, there
shall be collected by and paid to the Secretary of State a fee of $50,
plus the same fees for receiving, filing, indexing, copying and
certifying the same as are charged in the case of filing a certificate
of incorporation.

(14) For filing in the office of the
Secretary of State any certificate of resignation of a registered agent
and appointment of a successor, as provided in § 135 of this title,
there shall be collected by and paid to the Secretary of State a fee of
$50 and a further fee of $2 for each corporation whose registered agent
is changed by such certificate.

(15) For filing in the office of the
Secretary of State, any certificate of resignation of a registered
agent without appointment of a successor, as provided in §§ 136 and 377
of this title, there shall be collected by and paid to the Secretary of
State a fee of $2.50 for each corporation whose registered agent has
resigned by such certificate.

(16) For preparing and providing a written report of a record search, a fee of $30 shall be paid.

(17) For preclearance of any document for filing, a fee of $250 shall be paid.

(18) For receiving and filing and/or
indexing an annual franchise tax report of a corporation provided for
by § 502 of this title, a fee of $25 shall be paid.

(19) For receiving and filing and/or
indexing by the Secretary of State of a certificate of domestication
and certificate of incorporation prescribed in § 388(d) of this title,
a fee of $100, plus the tax and fee payable upon the receipt for filing
of an original certificate of incorporation, shall be paid.

(20) For receiving, reviewing and filing
and/or indexing by the Secretary of State of the documents prescribed
in § 389(c) of this title, a fee of $10,000 shall be paid.

(21) For receiving, reviewing and filing
and/or indexing by the Secretary of State of the documents prescribed
in § 389(d) of this title, an annual fee of $2,500 shall be paid.

(22) Except as provided in this section, the fees of the Secretary of State shall be as provided for in § 2315 of Title 29.

(23) In the case of nonstock corporations
and of religious, charitable or other nonprofit corporations organized
under the laws of the State, the total fees payable to the Secretary of
State upon the filing of a Certificate of Change of Registered Agent
and/or Registered Office shall be $5.

(24) For accepting a corporate name
reservation application, an application for renewal of a corporate name
reservation, or a notice of transfer or cancellation of a corporate
name reservation, there shall be collected by and paid to the Secretary
of State a fee of up to $75.

(25) For receiving and filing and/or
indexing by the Secretary of State of a certificate of transfer or a
certificate of continuance prescribed in § 390 of this title, a fee of
$1,000 shall be paid.

(26) For receiving and filing and/or
indexing by the Secretary of State of a certificate of conversion and
certificate of incorporation prescribed in § 265 of this title, a fee
of $50, plus the tax and fee payable upon the receipt for filing of an
original certificate of incorporation, shall be paid.

(27) For receiving and filing and/or
indexing by the Secretary of State of a certificate of conversion
prescribed in § 266 of this title, a fee of $100 shall be paid.

(b)(1) For the purpose of computing the
taxes prescribed in paragraphs (1), (2) and (4) of subsection (a) of
this section the authorized capital stock of a corporation shall be
considered to be the total number of shares which the corporation is
authorized to issue, whether or not the total number of shares that may
be outstanding at any one time be limited to a less number.

(2) For the purpose of computing the
taxes prescribed in paragraphs (2) and (3) of subsection (a) of this
section, a certificate of amendment of certificate of incorporation, or
an amended certificate of incorporation before payment of capital, or a
restated certificate of incorporation, shall be considered as
increasing the authorized capital stock of a corporation provided it
involves an increase in the number of shares, or an increase in the par
value of shares, or a change of shares with par value into shares
without par value, or a change of shares without par value into shares
with par value, or any combination of 2 or more of the above changes,
and provided further that the tax computed at the rates set forth in
paragraph (1) of subsection (a) of this section upon the total
authorized capital stock of the corporation including the proposed
change or changes exceeds the tax so computed upon the total authorized
stock of the corporation excluding such change or changes.

(c) The Secretary of State may issue
photocopies or electronic image copies of instruments on file, as well
as instruments, documents and other papers not on file, and for all
such photocopies or electronic image copies which are not certified by
the Secretary of State, a fee of $10 shall be paid for the first page
and $2 for each additional page. The Secretary of State may also issue
microfiche copies of instruments on file as well as instruments,
documents and other papers not on file, and for each such microfiche a
fee of $2 shall be paid therefor. Notwithstanding Delaware’s Freedom of
Information Act or other provision of this Code granting access to
public records, the Secretary of State shall issue only photocopies,
microfiche or electronic image copies of records in exchange for the
fees described above.

(d) No fees for the use of the State
shall be charged or collected from any corporation incorporated for the
drainage and reclamation of lowlands or for the amendment or renewal of
the charter of such corporation.

(e) The Secretary of State may in the
Secretary of State’s discretion permit the extension of credit for the
taxes or fees required by this section upon such terms as the Secretary
of State shall deem to be appropriate.

(f) The Secretary of State shall retain
from the revenue collected from the taxes or fees required by this
section a sum sufficient to provide at all times a fund of at least
$500, but not more than $1,500, from which the Secretary of State may
refund any payment made pursuant to this section to the extent that it
exceeds the taxes or fees required by this section. The fund shall be
deposited in the financial institution which is the legal depository of
state moneys to the credit of the Secretary of State and shall be
disbursable on order of the Secretary of State.

(g) The Secretary of State may in the
Secretary of State’s discretion charge a fee of $60 for each check
received for payment of any fee or tax under Chapter 1 or Chapter 6 of
this title that is returned due to insufficient funds or as the result
of a stop payment order.

(h) In addition to those fees charged
under subsections (a) and (c) of this section, there shall be collected
by and paid to the Secretary of State the following:

(1) For all services described in
subsections (a) and (c) of this section that are requested to be
completed within 1 hour on the same day as the day of the request, an
additional sum of up to $1,000 and for all services described in
subsections (a) and (c) of this section that are requested to be
completed within 2 hours on the same day as the day of the request, an
additional sum of up to $500; and

(2) For all services described in
subsections (a) and (c) of this section that are requested to be
completed within the same day as the day of the request, an additional
sum of up to $200; and

(3) For all services described in
subsections (a) and (c) of this section that are requested to be
completed within a 24-hour period from the time of the request, an
additional sum of up to $100.

The Secretary of State shall establish
(and may from time to time alter or amend) a schedule of specific fees
payable pursuant to this subsection.

(i) A domestic corporation or a foreign
corporation registered to do business in this State that files with the
Secretary of State any instrument or certificate, and in connection
therewith, neglects, refuses or fails to pay any fee or tax under
Chapter 1 or Chapter 6 of this title shall, after written demand
therefor by the Secretary of State by mail addressed to such domestic
corporation or foreign corporation in care of its registered agent in
this State, cease to be in good standing as a domestic corporation or
registered as a foreign corporation in this State on the 90th day
following the date of mailing of such demand, unless such fee or tax
and, if applicable, the fee provided for in subsection (g) of this
section are paid in full prior to the 90th day following the date of
mailing of such demand. A domestic corporation that has ceased to be in
good standing or a foreign corporation that has ceased to be registered
by reason of the neglect, refusal or failure to pay any such fee or tax
shall be restored to and have the status of a domestic corporation in
good standing or a foreign corporation that is registered in this State
upon the payment of the fee or tax which such domestic corporation or
foreign corporation neglected, refused or failed to pay together with
the fee provided for in subsection (g) of this section, if applicable.
The Secretary of State shall not accept for filing any instrument
authorized to be filed with the Secretary of State under this title in
respect of any domestic corporation that is not in good standing or any
foreign corporation that has ceased to be registered by reason of the
neglect, refusal or failure to pay any such fee or tax, and shall not
issue any certificate of good standing with respect to such domestic
corporation or foreign corporation, unless and until such domestic
corporation or foreign corporation shall have been restored to and have
the status of a domestic corporation in good standing or a foreign
corporation duly registered in this State. (8 Del. C. 1953, § 391; 56
Del. Laws, c. 50; 56 Del. Laws, c. 186, § 31; 57 Del. Laws, c. 150, §§
1-8; 57 Del. Laws, c. 421, § 14; 58 Del. Laws, c. 235, §§ 8, 9; 58 Del.
Laws, c. 450, § 9; 59 Del. Laws, c. 106, § 18; 61 Del. Laws, c. 79, §
1; 62 Del. Laws, c. 356; 63 Del. Laws, c. 376, §§ 1, 2; 64 Del. Laws,
c. 112, §§ 65-67; 64 Del. Laws, c. 317, § 4(a)-(h); 64 Del. Laws, c.
321, § 4; 65 Del. Laws, c. 127, § 12; 65 Del. Laws, c. 234, § 2; 66
Del. Laws, c. 352, §§ 13, 14; 67 Del. Laws, c. 99, § 1; 67 Del. Laws,
c. 190, §§ 11, 12; 67 Del. Laws, c. 229, §§ 2-11; 67 Del. Laws, c. 363,
§ 1; 68 Del. Laws, c. 163, §§ 3, 4; 68 Del. Laws, c. 246, §§ 1-3; 69
Del. Laws, c. 52, § 1; 69 Del. Laws, c. 221, §§ 2, 3; 69 Del. Laws, c.
245, § 1; 70 Del. Laws, c. 79, § 21; 70 Del. Laws, c. 186, § 1; 70 Del.
Laws, c. 587, §§ 34, 35; 71 Del. Laws, c. 120, §§ 30, 31; 71 Del. Laws,
c. 339, §§ 89-91; 72 Del. Laws, c. 123, § 12; 74 Del. Laws, c. 9, §§ 8,
9; 74 Del. Laws, c. 51, §§ 1-9; 74 Del. Laws, c. 118, § 2; 75 Del.
Laws, c. 306, § 7; 76 Del. Laws, c. 286, § 1.)

ァ 392. [Reserved.]

§ 393. Rights, liabilities and duties under prior statutes.

All rights, privileges and immunities
vested or accrued by and under any laws enacted prior to the adoption
or amendment of this chapter, all suits pending, all rights of action
conferred, and all duties, restrictions, liabilities and penalties
imposed or required by and under laws enacted prior to the adoption or
amendment of this chapter, shall not be impaired, diminished or
affected by this chapter. (8 Del. C. 1953, § 393; 56 Del. Laws, c. 50.)

§ 394. Reserved power of
State to amend or repeal chapter; chapter part of corporation’s charter
or certificate of incorporation.

This chapter may be amended or repealed,
at the pleasure of the General Assembly, but any amendment or repeal
shall not take away or impair any remedy under this chapter against any
corporation or its officers for any liability which shall have been
previously incurred. This chapter and all amendments thereof shall be a
part of the charter or certificate of incorporation of every
corporation except so far as the same are inapplicable and
inappropriate to the objects of the corporation. (8 Del. C. 1953, §
394; 56 Del. Laws, c. 50.)

§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.

(a) Every corporation of this State using
the word “trust” as part of its name, except a corporation regulated
under the Bank Holding Company Act of 1956, 12 U.S.C. § 1841 et seq.,
or the Savings and Loan Holding Company Act, 12 U.S.C. § 1730a et seq.,
as those statutes shall from time to time be amended, shall be under
the supervision of the State Bank Commissioner of this State and shall
make not less than 2 reports during each year to the Commissioner,
according to the form which shall be prescribed by the Commissioner,
verified by the oaths or affirmations of the president or
vice-president, and the treasurer or secretary of the corporation, and
attested by the signatures of at least 3 directors.

(b) No corporation of this State shall
use the word “trust” as part of its name, except a corporation
reporting to and under the supervision of the State Bank Commissioner
of this State or a corporation regulated under the Bank Holding Company
Act of 1956, 12 U.S.C. § 1841 et seq., or the Savings and Loan Holding
Company Act, 12 U.S.C. § 1730a et seq., as those statutes shall from
time to time be amended. The name of any such corporation shall not be
amended so as to include the word “trust” unless such corporation shall
report to and be under the supervision of the Commissioner, or unless
it is regulated under the Bank Holding Company Act of 1956 or the
Savings and Loan Holding Company Act.

(c) No corporation of this State, except
corporations reporting to and under the supervision of the State Bank
Commissioner of this State or corporations regulated under the Bank
Holding Company Act of 1956, 12 U.S.C. § 1841 et seq., or the Savings
and Loan Holding Company Act, 12 U.S.C. § 1730a et seq., as those
statutes shall from time to time be amended, shall advertise or put
forth any sign as a trust company, or in any way solicit or receive
deposits or transact business as a trust company, or use the word
“trust” as a part of such corporation’s name. (8 Del. C. 1953, § 395;
56 Del. Laws, c. 50; 59 Del. Laws, c. 443, § 1; 64 Del. Laws, c. 112, §
68; 71 Del. Laws, c. 339, §§ 92, 93; 73 Del. Laws, c. 298, §§ 13, 14.)

§ 396. Publication of chapter by Secretary of State; distribution.

The Secretary of State may have printed,
from time to time as the Secretary of State deems necessary, pamphlet
copies of this chapter, and the Secretary of State shall dispose of the
copies to persons and corporations desiring the same for a sum not
exceeding the cost of printing. The money received from the sale of the
copies shall be disposed of as are other fees of the office of the
Secretary of State. Nothing in this section shall prevent the free
distribution of single pamphlet copies of this chapter by the Secretary
of State, for the printing of which provision is made from time to time
by joint resolution of the General Assembly. (8 Del. C. 1953, § 396; 56
Del. Laws, c. 50; 71 Del. Laws, c. 339, § 94.)

§ 397. Penalty for unauthorized publication of chapter.

Whoever prints or publishes this chapter
without the authority of the Secretary of State of this State, shall be
fined not more than $500 or imprisoned not more than 3 months, or both.
(8 Del. C. 1953, § 397; 56 Del. Laws, c. 50.)

§ 398. Short title.

This chapter shall be known and may be
identified and referred to as the “General Corporation Law of the State
of Delaware.” (8 Del. C. 1953, § 398; 56 Del. Laws, c. 50.)

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